# FOURTEENTH ANNUAL REPORT (1991)

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- **Collection:** Agency decision
- **Document type:** Agency decision

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FOURTEENTH ANNUAL REPORT
TO CONGRESS

PURSUANT TO SECTION 201

OF THE

_ HART-SCOTT-RODINO ANTITRUST

IMPROVEMENTS ACT OF 1976
(Fiscal Year 1991)
I D ION

Section 201 of the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, Pub. L. 94-435, amended the Clayton Act by adding a
new Section 7A, 15 U.S.C. Section 18a ("the Act"). Subsection
(j) of Section 7A provides as follows:

Beginning not later than January 1, 1978,
the Federal Trade Commission, with the
concurrence of the Assistant Attorney
General, shall annually report to the
Congress on the operation of this
section. Such report shall include an
assessment of the effects of this
section, of the effects, purpose, and the
need for any rules promulgated pursuant
thereto, and any recommendations for
revisions of this section.

This is the fourteenth annual report to Congress pursuant to
this provision. It covers fiscal year 1991.

In general, Section 7A requires that certain proposed
acquisitions of stock or assets must be reported to the Federal
Trade Commission and the Department of Justice prior to
consummation. The parties must then wait a specified period,
usually thirty days (fifteen days in the case of a cash tender
offer and ten days in the case of a bankruptcy sale), before they
may complete the transaction. Whether a particular acquisition
is subject to these requirements depends upon the value of the
acquisition and the size of the parties, as measured by their
sales and assets. Small acquisitions, acquisitions involving
small parties and other classes of acquisitions that are less
likely to raise antitrust concerns are excluded from the Act's
coverage.

The primary purpose of the statutory scheme, as the
legislative history makes clear, is to provide the antitrust
enforcement agencies with the opportunity to review mergers and
acquisitions before they occur. The premerger notification
program, with its filing and waiting period requirements,
provides the agencies with both the time and the information to
conduct this antitrust review. Much of the information needed
for a preliminary antitrust evaluation is included in the
notification filed with the agencies and thus is immediately
available for review during the waiting period.

If either agency determines during the waiting period that
further inquiry is necessary, it is authorized by Section 7A(e)
to request additional information or documentary materials from
either or both of the parties to a reported transaction. Such a
request extends the waiting period for a specified period,
usually twenty days (ten days in the case of a cash tender
offer), after the parties have complied with the request (or in
the case of a tender offer, after the acquiring person complies).
This additional time provides the agencies with the opportunity
to review the information and to take appropriate action before
the transaction is consummated. If either agency believes that a
proposed transaction may violate the antitrust laws, the agency
may seek an injunction in federal district court to prohibit
consummation of the transaction.

Final rules implementing the premerger notification program
were promulgated by the Commission, with the concurrence of the
Assistant Attorney General, on July 31, 1978. At that time, a
comprehensive Statement of Basis and Purpose was also published
containing a section-by-section analysis of the rules and an
item-by-item analysis of the Premerger Notification and Report
Form. The program became effective on September 5, 1978. In
1983, the Commission, with the concurrence of the Assistant
Attorney General, made several changes in the premerger
notification rules. Those amendments became effective on
August 29, 1983.7 Additional amendments were published in the
Federal Register on March 6, 1987,° and May 29, 1987.‘

The appendices to this report provide a statistical summary
of the operation of the premerger notification program. Appendix
A shows for each fiscal year in which the program has been in
operation the number of transactions reported,” the number of

, 43 Fed. Reg. 33,450 (1978). The rules also appear in
16 C.F.R. Parts 801 through 803. For more information concerning
the development of the rules and operating procedures of the
premerger notification program, see the second, third and seventh
annual reports covering the years 1978, 1979 and 1983, -
respectively.

2 48 Fed. Reg. 34,427 (1983) (codified at 16 C.F.R. Parts
801 through 803).

3 52 Fed. Reg. 7,066 (1987) (codified at 16 C.F.R. Parts
801 through 803).

‘ 52 Fed. Reg. 20,058 (1987) (codified at 16 C.F.R. Parts
801 through 803).

5 The term “transactions", as used in Appendices A, B,
and C, and Exhibit A to this report, does not refer to separate
mergers or deals; rather, it refers to types of structures such
as cash tender offers, options to acquire voting securities from

the issuer, options to acquire voting securities from someone
(continued...)
filings received, the number of merger investigations in which
requests for additional information or documentary material
(hereinafter referred to as “second requests") were issued, and
the number of transactions in which requests for early
termination of the waiting period were received, granted, and not
granted. Appendix A also shows for calendar years 1981 through
1984 and fiscal years 1985 through 1991 the number of
transactions in which second requests could have been issued.
(This information appears in Appendix C and is explained in
footnote 1 of that appendix.) Appendix B provides a month-bymonth comparison of the number of filings received (Table 1) and
the number of transactions reported (Table 2) for fiscal years
1979 through 1991. Appendix C shows, for calendar years 1981
through 1984 and fiscal years 1985 through 1991, the number of
transactions in which the agencies could have issued second
requests, the number of merger investigations in which second
requests were issued, and the percentage of transactions in which
second requests were issued. As we explained in the Eighth
Annual Report, we believe that Appendix C provides a more
meaningful measure of the second request rate than Appendix A
because Appendix C eliminates from the total number of
transactions certain transactions in which the agencies could
not, Or as a practical matter would not, issue second requests.

The statistics set out in these appendices show that the
number of transactions reported in 1991 decreased approximately
32.4 percent from the number of transactions reported in 1990
(1,529 transactions were reported in 1991 while 2,262 were

*(...continued)
other than the issuer, and multiple acquiring or acquired persons
that necessitate separate HSR identification numbers to track the
filing parties and waiting periods. A particular merger or deal
may involve more than one transaction. Indeed, some have
involved as many as four or five transactions.

§ See Appendix C, note 1. As we explained in the
Eleventh, Twelfth and Thirteenth Annual Reports, the information
regarding second requests in Appendices A and C differs from that
reported in those appendices in the annual reports for fiscal
years 1979-1987. Appendix A and C in prior reports identified
the number of transactions in which a second request was issued,
while Appendices A and C in the present report show the number of
merger investigations in which second requests were issued. A
merger investigation may include several transactions. We
believe that reporting the number of merger investigations in
which second requests were issued better reflects the agencies '
enforcement activities because it represents the number of
mergers or acquisitions that were investigated to this extent
under the Act by the agencies.
reported in 1990). The statistics in Appendix A also show that
the number of merger investigations in which second requests were
issued in 1991 decreased approximately 28.1 percent over the
number of merger investigations in which second requests were
issued in 1990 (second requests were issued in 64 merger
investigations in 1991 while second requests were issued in 89
merger investigations in 1990). These numbers indicate an
increase in the number of second requests issued as a percentage
of reported transactions from 1990 to 1991 (from 3.9 percent in
1990 to 4.2 percent in 1991 based on Appendix A, and from 4.6
percent in 1990 to 4.7 percent in 1991, based on Appendix C).

The statistics also show that in recent years, early
termination was requested for most transactions. In 1991, early
termination was requested in 86.4 percent (1,321) of the
transactions reported, while in 1990 it was requested in 87.3
percent (1,975) of the transactions reported. The number of
requests granted decreased in 1991 compared to 1990 (from 1,299
in 1990 to 907 in 1991). However, the percentage of requests
granted increased (from 65.8 percent in 1990 to 68.7 percent in
1991). —

We have also included in the report, as Exhibit A,
statistical tables (Tables I - XI) containing information about
the agencies' enforcement interest in transactions reported in
fiscal year 1991. The tables provide, for various statistical
break downs, the number and percentage of transactions in which
clearances to investigate were granted by one antitrust agency to
the other and the number of merger investigations in which second
requests were issued; the number of transactions based on the
dollar value of transactions reported and the reporting threshold
indicated in the notification; the number of transactions based
on the sales or assets of the acquiring person or the sales or
assets of the acquired entity; and the number of transactions
based on the industry group (2-digit SIC code) in which the
acquiring person or the acquired entity derived most of their
revenues. These statistics have been included in prior annual
reports for the calendar years 1981-1984, and for fiscal years
1985-1990 (excluding 1986).

? See the Thirteenth Annual Report, Exhibit A, for fiscal
year 1990 transactions; the Twelfth Annual Report, Exhibit A, for
fiscal year 1989 transactions; the Eleventh Annual Report,
Exhibits A and B, for fiscal years 1987 and 1988 transactions;
the Tenth Annual Report, Exhibit A, for fiscal year 1985
transactions; the Ninth Annual Report, Exhibit A, for calendar
year 1984 transactions; the Eighth Annual Report, Exhibit A, for
calendar year 1983 transactions; the Seventh Annual Report,
Exhibit B, for calendar year 1982 transactions; and the Sixth
Annual Report, Exhibit A, for calendar year 1981 transactions.

(continued...)
* 7, ute FISCAL y aan L_RELATI

1. - - ino merge tificatio fe) uides

On February 7, 1991, the Commission released two guides
regarding the Hart-Scott-Rodino Premerger Notification Program.
Guide I presents a basic introduction to the premerger
notification program. It provides an overview of the program,
describing in general what transactions are covered by the
program and how the program operates. Guide II explains how to
determine whether a transaction is subject to premerger
notification and waiting requirements. It deals with more
specific questions concerning the application of the Act and the
premerger notification rules.

Guides I and II are the first and second in a planned series
of six informational pieces. The series is designed to provide
general information about the program to businessmen and lawyers
to promote compliance with the program's requirements. Neither
Guide constitutes an interpretation, formal or informal, of the
Act or of the Commission's Premerger Notification Rules.

2.

On July 31, 1991, the Department of Justice and the
Commission entered into a Memorandum of Agreement with respect to
the handling of civil penalty actions under Section 7A(g)(1) of
the Act” for violations of the Act and/or the premerger
notification rules. The agreement reflects the close and
cooperative relationship of the two antitrust enforcement
agencies and is designed to achieve effective deployment of the
Government's resources and assure consistent approaches to
enforcement of the Act's requirements.

Under the Agreement, the Commission will submit civil
penalty recommendations to the Department. Within 45 days, the
Department will advise the Commission that it: (1) will file the
recommended action; (2) disapproves the recommended action; or
(3) requires further information. If the Department does not
communicate one of these determinations to the Chairman of the
Commission within 45 days, the Chairman may designate Commission

”(...continued)
Due to resource constraints, statistics for fiscal 1986

transactions have not been prepared.

8 See Exhibit B for copies of Guides I and II.
9 See Exhibit C for a copy of the Memorandum of
Agreement.
attorneys for appointment by the Attorney General to file the
case in federal court on behalf of the United States. Under the
Agreement, the Attorney General will retain full authority to
make, decline to make, or revoke such appointments and also will
retain control over the ensuing litigation, including approval of
any proposed settlement agreements with defendants.

The Agreement does not affect the ability of either agency
to bring suits seeking injunctions under Section 7A(g)(2) of the
Act. In cases in which the Department designates Commission
attorneys to prosecute civil penalty actions, the Commission
attorneys will be appointed by the Attorney General as Special
Attorneys or Special Assistant United States Attorneys.

3. International Agreement to Cooperate in

et W

On September 23, 1991, the Commission and the Department,
representing the United States, signed an agreement with the
European Community designed to promote cooperation and
coordination in the enforcement of their competition laws.

The agreement will enable the United States and the EC to
exchange information between their governmental competition or
antitrust authorities to lessen the possibility or impact of

differences between the EC and the United States in the
application of their respective laws. Under the terms of the
agreement, each party will notify the other whenever its
competition authorities become aware that their enforcement
activities may affect important interests of the other party.
With respect to mergers, acquisitions or other competition
matters, this notification will occur far enough in advance of
any type of official action -- or early enough in an
investigation -- to enable the other party's views to be taken
into consideration. The agreement also provides that the
competition agencies of the United States and the EC will
coordinate and provide mutual assistance in enforcement
activities to the extent that their laws are compatible and
within available resources.

To avoid conflict over enforcement activities, the United
States and EC have agreed to take into account the important
interests of each other at all stages in their enforcement
activities. Factors to be considered include:

- whether the alleged anticompetitive activities will affect
consumers, suppliers or competitors within the enforcing party's
territory; and

~

0 See Exhibit D for a copy of the bilateral agreement.
6
- the degree of conflict or consistency between the
enforcement action and the other party's laws or economic

policies.

The agreement also contains a provision regarding the
confidentiality of information. It provides that neither party
is required to disclose information that it is prohibited by law
from disclosing. It also provides for the maintaining of
confidentiality of information shared pursuant to the agreement.

4. Compliance

The Commission and the Department of Justice continue to
monitor compliance with the premerger notification program's
filing requirements and initiated a number of investigations to
assure compliance in fiscal year 1991. The agencies monitor
compliance through a variety of methods, including the review of
newspapers and industry publications for announcements of
transactions that may not have been reported in accordance with
the requirements of the Act. Industry sources, such as
competitors, custqners and suppliers, and interested members of
the public often provide the agencies with information about
transactions and possible violations of the filing requirements.

As a result of the agencies' efforts to assure compliance,
the Department of Justice filed seven complaints, five of which
were filed at the Commission's request, in fiscal year 1991. The
complaints alleged violations of the Act and sought civil
‘penalties under Section 7A(g)(1) of the Act.”

In United States v. Reliance Group Holdings,
Incorporated,’* the Antitrust Division filed a complaint at the
Commission's request alleging that Reliance had violated the Act
when it acquired voting securities of Spectra-Physics, Inc., of
San Jose, California. The complaint alleged that Reliance was in
violation of the Act from August 27, 1986, when its holdings of
Spectra-Physics stock exceeded the $15 million threshold, through
at least February 15, 1987. Reliance filed premerger
notification for the acquisition of Spectra-Physics' stock on
January 16, 1987, but withdrew it on February 13. The complaint
alleged that Reliance's acquisitions of Spectra-Physics' stock
were in violation of the Act because they were not made solely
for the purpose of investment as contended by Reliance. Under

uM Under Section 7A(g)(1) of the Act, any person or
company that fails to comply with the Act's notification and
waiting period requirements is liable for a civil penalty of up
to $10,000 for each day the violation continues. .

12 United States v. Reliance Group Holdings, Incorporated,
Cv. No. 90-2698 (D.D.C. filed October 31, 1990).

7
the terms of the final judgment, Reliance agreed to pay 4 civil
penalty of $550,000 to settle the charges.

In United States V-. General Cinema Corporation,” the
Antitrust Division filed a complaint at the Commission's request
alleging that General Cinema had violated the Act when it
acquired voting securities of Cadbury Schweppes plc of London,
England. The complaint alleged that General Cinema was in
violation from September 11, 1986, when its holdings of Cadbury
Schweppes' stock exceeded the $15 million threshold, until
February 25, 1987. General Cinema filed its premerger
notification form under the Act on January 26, 1987, and the
waiting period expired February 25. The complaint alleged that
General Cinema's acquisitions of Cadbury Scheppes' stock were in
violation of the Act because they were not made solely for the
purpose of investment as General Cinema contended. Under the
terms of the final judgment, General Cinema agreed to pay 4 civil

penalty of $950,000 to settle the case.

In United States v. Service Corporation International,™
the Antitrust Division filed a complaint at the Commission's
request alleging that Service Corporation International ("SCI")
had violated the Act when it acquired the voting securities of
Centurion National Group, Inc. The complaint alleged that SCI
violated the Act on December 30, 1986, when it acquired Centurion
through an agent without filing a premerger notification. SCI
filed premerger notification on January 27, 1987, to acquire the
stock of Centurian from its agent. Under the terms of the final
judgment, SCI agreed to pay 4 civil penalty of $500,000 to settle
the charges.

In United States v. Equity Group Holdings,” the Antitrust
Division filed a complaint at the Commission's request alleging
that Equity Group, 4 partnership equally controlled by Steven M.
Rales and Mitchell P. Rales, had violated the Act when it
acquired the voting securities of Interco, Inc. The complaint
alleged that Equity Group was in violation of the Act from May
18, 1987, when its holdings of Interco stock exceeded the $15
million threshold, through November 25, 1987. Equity Group
acquired Interco's stock through May 24. The complaint also
alleged that on May 24 the Rales brothers, through two whollyowned corporations, and two associates formed a limited

3 United States v. General Cinema Corporation, Cv. No.

14

United States v. Service Corporation International, Cv.
No. 91-0025 (D.D.C. filed January 14, 1991).

6 United States v. Equity Group Holdings, Cv. No. 91-0153
(D.D.c. filed January 25, 1991).

8
partnership (City Capital Associates Limited Partnership) that
continued to acquire Interco shares in violation of the Act. On
November 10, 1988, City Capital filed premerger notification to
acquire 100 percent of Interco's stock. The complaint alleged

that the use of two corporations as 49 percent owners of the
limited partnership was an avoidance device under Section 801.90

of the premerger notification rules. Under the terms of the
final judgment, Equity Group agreed to pay a civil penalty of
$850,000 to settle the charges.

In United States v. The Atlantic Richfield Company, ARCO
Chemical Company, Union Carbide Corporation and Union Carbide
Chemicals & Plastic Co. Inc., the Antitrust Division filed a
complaint at the Commission's request alleging that Atlantic
Richfield ("ARCO") had violated the Act when it acquired
beneficial ownership of the assets of Union Carbide Chemicals and
Plastic Co. from Union Carbide. The complaint alleged that on
September 27, 1989, ARCO and Union Carbide entered into an

Carbide the assets of Union Carbide Chemicals. The complaint
alleged that upon execution of the agreement, ARCO paid Union
Carbide the full agreed-upon purchase price and, thereafter,
Union Carbide continued to operate the assets; the purchase price
would be increased or decreased to reflect the loss or profit
reported by the assets; and the assets would be sold, with the
proceeds to ARCO, should ARCO not receive government clearance
for the transaction. The complaint further alleged that the
acquisition agreement, upon execution, had the effect of

' transferring beneficial ownership of the assets to ARCO. Both
parties subsequently filed premerger notification for the
acquisition. Under the terms of the final judgment, ARCO and
Union Carbide each agreed to pay a civil penalty of $1 million to
settle the charges.

In United States v. Cox Enterprises, Incorporated," the
Antitrust Division alleged in the complaint that Cox had violated
the Act when it acquired voting securities of Knight-Ridder Inc.
of Miami, Florida. The complaint alleged that Cox was in
violation of the Act for the 367 days that it held in excess of
$15 million worth of Knight-Ridder voting securities as a result
of a series of stock purchases that Cox made from January 27
through November 20, 1986, until the stock was sold on January

16 United States v. The Atlantic Richfield Company, ARCO
Chemical Company, Union Carbide Corporation and Union Carbide
Chemicals & Plastic Co. Inc., Cv. No. 91-0205 (D.D.C. filed

January 31, 1991). -

v7 United States v. Cox Enterprises, Incorporated, Cv. No.
91-505 (N.D.Ga. filed March 8, 1991).

9
28, 1987. Under the terms of the final judgment, Cox agreed to
pay a civil penalty of $1,750,000 to settle the case.

In United States v. Aero Limited Partnership, c/o Trans
World Airlines, tInc.,** the Antitrust Division filed suit
alleging that the defendant was in violation of the Act from
August 13, 1986, through March 24, 1987, with respect to its
acquisitions of USAir stock. Aero is a partnership that owns the
majority interest in Trans World Airlines. The complaint alleged
that Aero's acquisitions of USAir stock during the period from
August 13, 1986, through March 6, 1987, were not solely for the
purpose of investment. Under the terms of the final judgment,
Aero agreed to pay 4 civil penalty of $1,125,000 to settle the

case.

The Antitrust Division filed four complaints in merger cases
during fiscal year 1991.” Three of these cases, U.S. v. Pirst
Hawaiian, Inc. and First Interstate of Hawaii, Inc., U.S. Vv.
Fleet /Norstar Financial Group, Inc., and U.S. Vv. General Binding
Corporation and VeloBind Incorporated were settled by the entry
of consent decrees.

A preliminary injunction was sought in one case, U.S. V.
Nippon Sanso K.K., Matheson Gas Products, Inc., Hercules

8. United States v. Aero Limited Partnership, c/o Trans
World Airlines, Inc., Cv. No. 91-1315 (D.D.C. filed May 30,

9 The cases mentioned in this report were not necessarily
reportable under the premerger notification program. Because of
the Act's provisions regarding the confidentiality of the
information obtained pursuant to this program, it would be
inappropriate to identify which cases were initiated under the
premerger notification program. °

20 United States v. First Hawaiian, Inc. and First
Interstate of Hawaii, Inc., Cv. No. 90-00904 DAE (D. Hawaii filed
December 28, 1990); United States V. Nippon Sanso K.K., Matheson
Gas Products, Inc., Hercules Incorporated and Semi-Gas Systems,
Inc., Cv. No. 91-0041 (E.D.Pa. filed January 3, 1991); United
States v. Fleet/Norstar Financial Group, Inc., Cv. No. 91-0221-P
(D.Me. filed July 5, 1991) and United States v. General Binding
Corporation and VeloBind Incorporated, Cv. No. 91-1822 (D.D.C.
filed July 24, 1991).

10
Incorporated, and Semi-Gas Systems, Inc. The Division's
complaint challenged the proposed $23 million acquisition of
Semi-Gas Systems of San Jose, California, by Nippon Sanso of
Tokyo, Japan. The complaint alleged that the acquisition would
lessen competition substantially in the production and sale of
gas cabinets in the United States. Gas cabinets are used to
distribute specialty gases for semiconductor fabrication. The
complaint also alleged that the acquisition would combine the two
leading producers of gas cabinets in the world and substantially
increase Semi-Gas Systems' dominant position in the United States
market. Nippon Sanso produces gas cabinets in the United States
through a wholly owned subsidiary, Matheson Gas Products of
Secaucus, New Jersey. On March 26, 1951, after a hearing on the
government's motion for a preliminary injunction, the district
court denied the government's motion. Thereafter, the case was

dismissed.

In United States v. First Hawaiian, Inc. and First
Interstate of Hawaii, Inc., the Division challenged the proposed
acquisition of First Interstate of Hawaii, Inc., the fourth
largest bank in Hawaii, by First Hawaiian, Inc., the second
largest bank in Hawaii, for approximately $140 million. Both
parties are located in Honolulu, Hawaii. On October 5, 1990, the
Department advised the Federal Reserve System that the
acquisition was likely substantially to lessen competition. The
acquisition was approved by the Federal Reserve Board on November
30, 1990. The complaint alleged that the transaction would
lessen competition in the provision of business banking services
in five geographic markets in Hawaii - Honolulu County, East
Hawaii, West Hawaii, Kauai and Maui. Business banking services
are services, such as checking accounts and loans, offered to
business customers. On March 7, 1991, a consent decree settling
the case was filed. The consent decree directed the defendants
to relinquish all control and use of the "First Interstate
System" franchise license and to divest certain bank branch
assets and deposits on each of the four major islands of Hawaii.
The sale of the bank branches to financial institutions that do
not currently have significant competitive presences in each of
the relevant markets, along with the relinquishment of control
and use of the First Interstate System franchise license, was
designed to provide structural relief so as to ensure that the
markets remain competitive after the acquisition. A buyer has
been approved by the Division and is awaiting bank regulatory
approval to operate as a bank. ;

In United States v. Fleet /Norstar Financial Group, Inc., the
Division challenged the proposed acquisition of the New Maine
National Bank of Portland, Maine, by Fleet/Norstar Financial
Group, Inc., of Providence, Rhode Island. Simultaneously, a
consent decree was filed. New Maine was one of three “pridge"
banks created by the Federal Deposit Insurance Corporation (FDIC)
in its capacity as receiver of the failed Bank of New England

11
Corporation. In April, the FDIC announced it would sell the
three bridge banks to Fleet /Norstar. The acquisition was
approved by the Board of Governors of the Federal Reserve System
on July 1, 1991. The complaint alleged that the transaction
would lessen competition in the provision of business banking
services such as checking accounts and loans to small and mediumsize businesses in Bangor, Presque Isle-Caribou and pittsfield,
Maine. The consent decree directs Fleet/Norstar to divest
certain bank branch assets and deposits in Bangor, Presque Isle-
Caribou and Pittsfield. Division review of a proposed purchaser
is currently pending.

In United States v. General Binding Corporation and VeloBind
Incorporated, the Division challenged the proposed acquisition of
veloBind Inc. of Freemont, California, by General Binding
Corporation of Northbrook, Illinois. The Department had
announced on December 28, 1990, that it would file a civil
antitrust suit challenging the proposed acquisition because, as
then structured, it would have violated Section 7 of the Clayton
Act since the prop sed acquisition would likely lessen

feially in the high-volume mechanized binding
machine market in the United States. High-volume mechanized
binding machines are electric machines that can easily and
securely bind numerous documents in 4 professional-looking
manner. General Binding's United States sales of high-volume
binding machines in 1989 were about $17 million. VeloBind, the
only manufacturer of plastic strip-binding machines for sale in
the United States, sold about $5 million of such machines in this
country in 1989. Together, the two firms accounted for about 88
percent of all domestic sales of high-volume mechanized binding
machines. Pursuant to a consent decree filed simultaneously with
the complaint, the transaction was restructured. By means of a
supply agreement and license agreement, General Binding
established Gestetner Corporation of Greenwich, Connecticut, as 4
competing seller of these plastic strip-binding machines and
supplies. The consent decree requires General Binding to notify
the Department 60 days prior to making any modification,
cancellation, rescission, Or amendment to the supply and license
agreements. General Binding cannot proceed with any such
modification, cancellation, rescission, or amendment without the
written permission of the Department. The decree also enjoins
General Binding and Gestetner from discussion or exchanging any
information relating to the prices at which General Binding or
Gestetner will sell high-volume binding machines and related
supplies. S

In one case brought in fiscal year 1990, United States v.
United Tote, Inc., the district court entered judgment on May

-~

2 United States v. United Tote, Inc., 768 F.Supp. 1064
(D.Del. filed March 14, 1990; judgment entered May 10, 1991).

12
10, 1991, in favor of the United States and ordered United Tote
to divest all of its direct and indirect ownership and control of
Autotote. The suit challenged the acquisition of Autotote
Systems Inc. of Newark, Delaware, by United Tote, Inc., of
Shepherd, Montana, and is described more fully in the Thirteenth
Annual Report. Divestiture was completed on October 31, 1991.

Additionally, two consent decrees were entered in cases
brought in fiscal year 1990.

During fiscal year 1991, the Division investigated one bank
merger transaction for which divestiture was required prior to or
concurrently with the acquisition. The transaction involved the
acquisition of four New Mexico banks from First Interstate
Bancorp, Los Angeles, California, by United New Mexico Financial
Corporation, Albuquerque, New Mexico. A “not significantly
adverse" letter conditioned on divestiture prior to or
concurrently with consummation of the transaction was sent to the
Board of Governors of the Federal Reserve System on March 26,
1991, and to the Federal Deposit Insurance Corporation on April
19, 1991.

Finally, on nine occasions during fiscal year 1991 the
Antitrust Division informed the parties to a proposed transaction
that it would file suit challenging the transaction unless the
parties restructured the proposal to avoid competitive problems
or abandoned the proposal altogether.” In all instances, the

22 United States v. American Safety Razor Company, et al.,
Cv. No. 90-0188 (E.D.Pa. consent decree filed October 24, 1990,
and entered February 22, 1991); United States v. Brown & Root,
Inc., et al., Cv. No. 90-1986 (D.D.C. consent decree entered
November 16, 1990). These cases and consent decrees are
discussed in the Thirteenth Annual Report.

23 Department of Justice Press Release issued December 17,
1990, involving Unimin Corporation's proposed acquisition of
Indusmin, Inc.; Department of Justice Press Release issued
December 20, 1990, involving ECC Group plc's proposed acquisition
of Georgia Kaolin Company from Combustion Engineering;

Department of Justice Press Release issued February 14, 1991,
involving various airlines', including Delta, United, Northwest
and American, proposed acquisitions of Eastern Airlines assets;
Department of Justice Press Release issued March 25, 1991,
involving Hershey Foods Corporation's acquisition of American
Italian Pasta Company; Department of Justice Press Release
issued March 25, 1991, involving Caterpillar, Inc.'s, proposed
acquisition of the paving equipment of Barber-Greene Company from
Astec Industries, Inc.; Department of Justice Press Release

issued April 12, 1991, involving Fiat Group's proposed
(continued...)

13
parties either restructured or abandoned the proposed
transactions. .

On May 10, 1991, the Department announced that it would not
sue to enjoin consummation of the cash tender offer by Schneider
S.A. of Paris, France, for the common stock of Square D Company
of Palatine, Illinois.

2. Federal Trade Commission

The Commission authorized its staff to seek preliminary
injunctions in seven merger cases in fiscal year 1991. In four
of these cases, the parties abandoned the transaction before the
motion for preliminary injunction was filed in court.” In one

3’, , .continued)
acquisition of Ford Motor Company's Farm Equipment Operations;
Department of Justice Press Release issued April 25, 1991,
involving AMR Corporation's proposed acquisition of Trans World —
Airlines, Inc.'s, International Route Authority; Department of
Justice Press Release issued July 26, 1991, involving Fairmount
Minerals, Ltd.'s, proposed acquisition of Hepworth Minerals and
Chemicals, Inc. In one instance, involving Overseas Shipholding
Group, Inc.'s, proposal to acquire seven U.S. Flag tankers from
American Trading and Production Corporation, the parties issued a
press release announcing the Department's objection after the
Division informed the parties of its opposition to their proposed
acquisition.

24 FTC news release issued November 9, 1990, involving the
proposed acquisition by Ingersoll-Rand Company of Universal
Bearings, Inc. The press release reported that the Commission
had reason to believe the acquisition would lessen competition
substantially in the manufacture and sale of needle rollers.
Needle rollers are cylindrical steel parts, built to exacting
specifications, that are used for anti-friction purposes in
bearings and a variety of other products, such as automobile
transmissions, drive shafts, and power steering units.
Ingersoll-Rand and Universal were the two largest producers of
needle rollers in the United States. Although the parties
abandoned the transaction, a final consent agreement places
restrictions on future acquisitions in the industry by either
party.

FTC news release issued January 18, 1991, involving the
proposed acquisition by Oy Wartsila Ab of Computerized Security
Systems, Inc., and Winfield Lock, Inc. (collectively "CSS"). The
press release reported that the Commission had reason to believe
that the acquisition would reduce competition substantially in

the manufacture and sale of recodable hotel lock systems.
(continued...)

14
of the abandoned transactions, the parties subsequently
restructured the transaction to eliminate the portions which
raised antitrust concerns.” In another transaction the parties
abandoned the transaction after the motion for preliminary
injunction was filed in court.

*“(...continued)
Recodable locks are those that can be changed after a person

lock) or electronically and automatically as each new guest card
is issued. Wartsila's wholly-owned subsidiary, VingCard Systems,
Inc., and CSS were two of the leading suppliers of recordable
hotel lock systems in the world.

FTC news release issued May 23, 1991, involving the
proposed acquisition by Instruments SA, of the Molecular Beam
Epitaxy Equipment Division of INTEVAC, Inc. The press release
reported that the Commission had reason to believe that the

advanced semiconductor devices for high speed and optoelectronic
devises, such as lasers, transistors, night vision devices and

FTC news release issued August 8, 1991, involving the
proposed acquisition by EG&G, Inc., of Heimann GmbH. The press

the United States. Electronic x-ray screening equipment is
commonly found in airports and high-security areas. EG&G was the
industry leader in the U.s. and worldwide markets. Over a period

2 See footnote 24 involving the proposed acquisition by
EG&G, Inc., of Heimann GmbH. a,

26 FIC news release issued March 8, 1991, involving the
proposed acquisition by Wiggins Teape Appleton, p.l.c., of a

Vancouver, Washington, paper mill owned by Boise Cascade
. (continued...)

~

15
In Federal Trade Commission v. Meade Instruments Corporation
and Celestron International,” the Commission filed for a
preliminary injunction alleging that the proposed joint venture
between Meade, a wholly-owned subsidiary of Harbour Group
Investments, L.P., and Celestron, a wholly-owned subsidiary of
Diethelm & Co., Ltd., of Switzerland, would create a virtual
monopoly in the manufacture and sale of mid-size Schmidt-
Cassegrain telescopes. These telescopes use mirrors and lenses
and are suited for observation of both nearby planets and deepsky objects, as well as for astrophotography. They are generally
used by “serious amateur" astronomers and usually cost $1,000 or
more. Meade and Celestron were the two largest producers of such
telescopes. On November 8, 1990, the district court granted the
Commission's motion for a preliminary injunction. The Commission
also issued an administrative complaint. Subsequently, Meade and
Celestron agreed to settle the charges... On August 19, 1991, the
Commission issued a decision and order.”* The order requires
Harbour Group and Diethelm to obtain Commission approval, for a
period of ten years, before acquiring any company that has
manufactured or sold these telescopes in the United States, or is
considering doing so. <

In Federal Trade Commission v. University Health, Inc.,”
the Commission filed for a preliminary injunction alleging that
University Health's acquisition of St. Joseph Hospital would

6’, . .continued)
Corporation. The press release reported that the Commission had
reason to believe that the acquisition would lessen competition
substantially in the production of chemical carbonless paper in
the United States. Chemical carbonless paper is coated paper
that enables writing on the top page to be copied onto pages
underneath without the use of carbon paper. It is used in many
business forms, including credit-card slips. In 1989, Appleton
was the largest U.S. producer of chemical carbonless paper and
Boise was the fourth largest.

27 «Federal Trade Commission v. Meade Instruments
Corporation and Celestron International, 1990-2 Trade Cases
q 69,247 (D.D.C. filed October 15, 1990; preliminary injunction
order entered November 8, 1990).

28 = =Meade Instruments Corporation and Celestron
International, Docket No. D.9244 (complaint issued November 29,
1990; decision and order issued August 19, 1991).

29 Federal Trade Commission v. University Health, Inc.,
1991-1 Trade Cases ¢ 69,508 (11th Cir. 1991), rev'g 1991-1 Trade
Cases ¢ 69,400, ¢ 69,444 (S.D.GA filed March 20, 1991;
preliminary injunction denied, April 4, 1991).

16
lessen competition substantially for acute care hospital services
in the Augusta, Georgia, area. The complaint alleged that the
market for general acute care hospital services in Augusta was
highly concentrated, and that it was difficult for new hospitals
to enter the market because of state regulations requiring a
certificate-of-need and the substantial amount of time required
to establish a new hospital. The district court denied the
preliminary injunction on April 4, 1991. The Commission appealed
the decision to the United States Court of Appeals for the
Eleventh Circuit which reversed the district court and ordered
that a preliminary injunction be issued, The Commission issued a
decision and order in fiscal year 1992.

In fiscal year 1991, the Commission also issued one
administrative complaint in a matter in which the United States
District Court had denied the Commission's motion for preliminary
injunction filed in fiscal year 1990.

In R.R. Donnelley & Sons Co.,*) the Commission's motion for

preliminary injunction alleged that Donnelley's proposed
acquisition of Meredith/Burda companies would lessen competition
substantially in high volume publication rotogravure printing in
the United States and the western United States. On August 27,
1990, the district court denied the Commission's motion for a
preliminary injunction. The Commission issued an administrative
complaint on October 11, 1990. The complaint alleges that as
a result of its acquisition of Meredith/Burda, Donnelley has
achieved the power and position of a dominant firm in the market
.for high volume publication gravure printing in the continental
‘United States as well as in a twelve-state region west of the
Rockies. Also, the complaint alleges that the acquisition has
increased the likelihood of successful anticompetitiye conduct,
nonrivalrous behavior, and actual or tacit collusion among the
remaining companies in those markets.

During fiscal year 1991, the Commission accepted consent
agreements for public comment in seven merger matters. The
Commission issued a complaint and decision and order in two of
those cases during the fiscal year and in four of the other cases
after the end of the fiscal year. One case is still pending.

7 University Health, Inc., Docket No. D.9246 (order
issued June 23, 1992).

3 Federal Trade Commission v. R. R. Donnelley & Sons Co.,
1990-2 Trade Cas. q 69,240 (D.D.C. filed August 27, 1990;
preliminary injunction denied August 27, 1990).

32 R. R. Donnelley & Sons Co., Docket No. D.9243
(complaint issued October 11, 1990).

17
In Allegheny Corporation/New TC Holding,” the complaint
alleged that Allegheny's acquisition (through its subsidiary
Chicago Title & Trust Company) of the title insurance-related
assets of Westwood Equities Corporation (a subsidiary of New TC
Holding Corporation) would lessen competition substantially in
the provision of title plant and back plant information in
California, Illinois, Indiana, Tennessee, and Washington. Title
plants and back plants are privately-owned sets of records
depicting who owns and has interests in real property. A title
plant's records are regularly updated, whereas the records of a
back plant are historical, frequently dating back to the early
part of the century. Under the order, Allegheny was required to
divest, within 12 months, all rights in:

-- either its own title plant or Westwood's in Imperial
County, California; in Du Page County, Lake County, and Will
County, Illinois; in Johnson County, Lake County, and Porter
County, Indiana; and in Benton County and Franklin County,

Washington; and

-- either its own back plant or Westwood's in Orange County,
Riverside County, San Bernardino County, San Luis Obispo
County, Santa Barbara County, and Tulare County, California;
in Cook County, Illinois; in Marion County, Indiana; and in
Davidson County, Tennessee. :

lifts in the United. States. Under the order, Cheney must grant a

production of these lifts, and a license to Cheney's trade names,
to a Commission-approved licensee within a year. In addition,
for five years, Stair-Glide and Cheney are prohibited from
marketing products under the Cheney name and will not be able to
enter into exclusive agreements limiting distributors’ ability to
sell the straight and curved stairway lifts or vertical
wheelchair lifts of any other manufacturer.

In PepsiCo, Inc./Twin Ports Seven-Up,” the complaint
alleged that PepsiCo's acquisition of Twin Ports Seven-Up

3 Allegheny Corporation/New TC Holding, Docket No. C3335
(issued July 11, 1991).

* American Stair-Glide Corporation, Docket No. C3331
(issued May 17, 1991). .

33 pepsiCo,Inc./Twin Ports Seven-Up, Docket No. C3347
(issued October 15, 1991).

18
Bottling Company would lessen competition substantially in the
carbonated soft drink industry in the Duluth, Minnesota, area.
Under the order, PepsiCo must divest Twin Ports within a nine-

month period.

In RWE Aktiengesellschaft/Vista Chemical Co.,* the
complaint alleged that RWE's acquisition of Vista Chemical
Company would lessen competition substantially in the world
market for high-purity alcohol process alumina. Alumina is used
as an abrasive, as a catalyst for chemical and oil processing,
and in the manufacture of automotive catalytic converters. Under
the order, RWE, within six months, must grant to a licensee the
rights to patents, trade secrets and other information relating
to the processing of this alumina. The licensee would operate a
joint venture in which RWE would hold a minority ownership share.

In Nippon Sheet Glass Company,” the complaint alleged that
Nippon's acquisition of 20 percent of the voting securities of
the Libby-Owens-Ford Company ("LOF"), a subsidiary of Pilkington,
ple, would lessen/competition substantially in the North American
wired glass market. Wired glass is a specialty flat glass used
primarily in shower and bath enclosures and in fire-retarding
applications, such as fire doors. It is made by rolling wire
netting into glass, after which the glass is polished to remove
surface imperfections. All wired glass sold in the United States
is imported. (LOF does not manufacture wired glass.) Under the
order, Nippon and Pilkington are prohibited, for a period of ten
years, from jointly manufacturing, marketing or distributing
polished wired glass through LOF or any other entity in North
America without obtaining the Commission's prior approval.

In Sentinel Group, Inc.,** the complaint alleged that
Sentinel's numerous acquisitions of funeral homes in recent years
substantially lessened competition for funeral services in six
cities in Georgia and Arkansas. Under the order, Sentinel was
required to divest one of its funeral homes in each of Waycross,
Summerville and Gainesville, Georgia. For a period of ten years
Sentinel is prohibited from acquiring any additional funeral
homes in Waycross, Summerville, Gainesville, Savannah, and Rome,
Georgia, and Fort Smith, Arkansas, without obtaining the
Commission's prior approval.

36 RWE Aktiengesellschaft/Vista Chemical Co., Docket No.
C3349 (issued October 29, 1991).

37. «Nippon Sheet Glass Company, Docket No. C3346 (issued
October 7, 1991). .

38 Sentinel Group, Inc., Docket No. C3348 (issued October
23, 1991).

19
In Service Corporation International,” the complaint
alleged that Service Corporation International's ("SCI")
acquisition of the Sentinel Group, Inc., would lessen competition
substantially among funeral establishments in areas of Georgia
and Tennessee. Under the consent, SCI was permitted to
consummate the acquisition but it was required to hold certain
assets separate until it divested six funeral homes in designated
cities. Under the consent, SCI also would be required to obtain
Commission approval before acquiring any additional funeral homes
in Savannah and LaFayette, Georgia; in Hamilton County
(Chattanooga) Tennessee; and in the Chattanooga suburbs of
Rossville and Fort Ogelthorpe. .

The Commission issued decisions and orders in two merger
cases during fiscal year 1991 involving acquisitions in which the
administrative complaint was issued before October 1, 1990.

The Commission's complaint alleged that Mr. Honickman's
acquisition substantially lessened competition in the production,
distribution and sale of. branded carbonated soft drinks in the
New York Metropolitan area. Under the order, Mr. Honickman and
Brooklyn Beverage are required to obtain the Commission's prior
approval for certain soft drink mergers or acquisitions for a
period of ten years.

In Hoechst AG," Hoechst agreed to settle charges stemming
from its 1987 acquisition of the Celanese Corp. The Commission
alleged in the complaint that Hoechst's acquisition substantially
lessened competition in the manufacture and sale of acetal in
world markets, including the United States. Acetal is an
engineering thermoplastic polymer noted for its hardness,
lubricity, gasoline and chemical resistance, and dimensional
stability. It is used as a replacement for metal in small
mechanical parts such as gears and rollers in automobiles and in
consumer products, including videotape recorders, lawn
sprinklers, pens and disposable lighters. Under the order,
Hoechst is prohibited, for a period of ten years, from entering
into an agreement with any producer of acetal products to
allocate, divide or restrict competition in the market. Although

*9 Service Corporation International, (consent agreement

accepted for public comment July 25, 1991).

“0 Harold Honickman, Docket No. D.9233 (order issued July
25, 1991).

=

“ Hoechst AG, Docket No. D.9216 (order issued September
12, 1991).

20
Hoechst is not required to divest any of its acetal assets or
businesses, the order requires that it remove contractual and
managerial constraints in the joint venture agreement with Daicel
Chemical Industries, Ltd., a Japanese company. The joint
venture, Polyplastics Company, Ltd., owned 45 percent by Hoechst
and 55 percent by Daicel, produces acetal in Japan. The
elimination of these restrictions will allow Daicel and
Polyplastics to expand their acetal business into the U.S.
market, thus restoring the competitive rivalry that once existed

prior to the acquisition.

The Commission issued a decision and order in four merger
cases during fiscal year 1991 in which it had previously accepted
consent agreements for public comment before October 1, 1990.

In E-Z-EM, Inc.,"* E-Z-EM, Inc., ("EZM") agreed to settle
charges that its acquisition of Lafayette Pharmacal, Inc.,
substantially lessened competition and created a monopoly in the
United States market for barium diagnostic products. EZM
manufactured medical products, including barium sulfate products
used by radiologists in x-ray diagnostic applications. Prior to
its acquisition by EZM in 1988, Lafayette manufactured barium
sulfate diagnostic products at its Lafayette, Indiana, plant.
Under the order, EZM agreed to divest all of the assets it
acquired from Lafayette. Also, it agreed to obtain Commission
approval before selling or acquiring assets related to the barium
diagnostic products business or before selling any EZM shares to
anyone already engaged in the business in the United States, or
- acquiring the same assets or interest from anyone already engaged
- in the business in the United States.

In T&N PLC,” TEN PLC ("T&N") agreed to settle charges that
its proposed acquisition of J.P. Industries, Inc., ("JPI") would
lessen competition substantially or tend to create a monopoly in
the manufacture and sale of thinwall and tri-metal heavywall
engine bearings in the United States. T&N and JPI both
manufactured and sold engine bearings. Under the order, T&N was
permitted to complete the acquisition, but it was required to
divest certain assets used in the production, manufacture and
sale of thinwall and tri-metal heavywall engine bearings.

a2 E-Z-EM, Inc., Docket No. C3311 (order issued October
29, 1990).

“3 T&N PLC, Docket No. C3312 (order issued November 8,
1990).

~

21
In Roche Holding Ltd.,"" Roche Holdings Ltd. ("Roche")
agreed to settle charges that its acquisition of a controlling
interest in Genentech, Inc., would lessen competition ;
substantially in certain markets for vitamin C; for therapeutic
drugs for the treatment of growth deficiency, including humangrowth hormone and growth hormone releasing factor; and for CD4-
based therapeutics for: the treatment of AIDS/HIV infection.
Roche is a Swiss pharmaceutical company which had developed and
marketed many pharmaceutical products in the United States and
has conducted extensive research and development in
biotechnology. Genentech is a leading biotechnology company
based in San Francisco. Under the order, Roche was required to
divest either Genentech's interest in GLC Associates (a ’
partnership between Genentech and Lubrizol, which had researched
and patented a new vitamin C production process) or the
partnership's vitamin C assets. Roche also was required to
divest its human growth hormone releasing factor business. In
addition, Roche must license its CD4-based therapeutic United |
States' patents for a modest royalty to anyone who requests a
license for ten years after the date of the final order.

In Atlantic Richfield Company,“ Atlantic Richfield Company
("ARCO") agreed to settle charges that its acquisition of certain
chemical assets of Union Carbide Corporation resulted in a
vertical acquisition that increased barriers to entry and.
eliminated perceived potential and actual potential competition
in the manufacture and sale of propylene oxide ("PO") in the
United States and Canada. Union Carbide is a significant
purchaser of PO, and ARCO is a leading producer of PO. The
Commission stated that the acquisition could reduce substantially
actual horizontal competition in the manufacture and sale in the
United States and Canada of two important products made from PO,
urethane polyether polyol ("UPP") and propylene glycol ("PG").
UPP is the major raw material for polyurethanes, which are used
for such applications as flexible foam (cushions) and rigid foam
(picnic coolers). PG is used in a variety of applications,
including fiberglass, cellophane, paints, anti-freeze, foods,
drugs, and cosmetics. ARCO and Union Carbide were reported to be
leading producers in both of these highly concentrated markets.
Under the order, ARCO was required to divest the PG and UPP
assets and businesses to a Commission approved purchaser within
twelve months. :

Two other matters came before the Commission in fiscal year
1991 involving complaints issued prior to October 1, 1990.

44 Roche Holding Ltd., Docket No. C3315 (order issued
November 28, 1990). .

4S atlantic Richfield Company, Docket No. C3314 (order.
issued November 26, 1990).

22
In The Coca-Cola Bottling Company of the Southwest and Dr.
Pepper /Seven-Up Company,“* Dr. Pepper/Seven-Up Company ("Dr.
Pepper“) agreed to settle charges stemming from the acquisition
by The Coca-Cola Bottling Company of the Southwest ("CCSW") of
certain assets of San Antonio Dr. Pepper Bottling Company from
Dr. Pepper in 1984. The Commission's complaint alleged that
CCSW's acquisition substantially lessened competition in the
production, distribution and sale of carbonated soft drinks in at
least a ten county area, which included San Antonio, Texas.

Under the order, Dr. Pepper agreed not to take actions that would
interfere with any relief the Commission might order if it is
determined that CCSW violated the law. An administrative law
judge subsequently dismissed the complaint against CCSW. The
dismissal is on appeal to the Commission. ;

In Adventist Health System/west ,“’ the Commission reversed
an administrative law judge's order dismissing a complaint in
which the Commission had charged that an acquisition by Ukiah
Adventist Hospital, a nonprofit hospital, of substantially all
the assets of Ukiah Hospital Corp, a nonprofit hospital, would
lessen competition substantially in general acute care hospital
services in the Ukiah, California, area. The judge had held that
the Commission lacked jurisdiction to challenge an assets
acquisition by a nonprofit entity, and dismissed the complaint
without ruling on the antitrust issues. The Commission's action
reverses the judge's order and holds that the Clayton Act gives
the Commission the necessary authority to challenge acquisitions
of assets by nonprofit entities. The case was remanded to the
judge for a decision on the merits.

ASSESSMENT OF THE EFFECTS OF THE PREMERGER NOTIFICATION PROGRAM

Although a complete assessment of the impact of the
premerger notification program on the business community and on
antitrust enforcement is not possible in this limited report, the
following observations can be made.

First, as indicated in past annual reports, one of the
premerger notification program's primary objectives, eliminating
the so-called "midnight merger," has been achieved. The
requirement that parties file and wait ensures that virtually all

“6 The Coca-Cola Bottling Company of the Southwest and Dr.
Pepper/Seven-Up Company, Docket No. D.9215 (order issued, with
respect to Dr. Pepper/Seven-Up Company, on December 20, 1989;
dismissed, regarding The Coca-Cola Bottling Company of the
Southwest, by the administrative law judge on June 14, 1991).

‘“” Adventist Health System/West, Docket No. D.9234
(decision issued August 2, 1991).

23
significant mergers Or acquisitions occurring in the United
States will be reviewed by the antitrust agencies prior to
consummation. The agencies generally have the opportunity to
challenge unlawful transactions before they occur, thus avoiding

the problem of constructing effective post-acquisition relief.

Second, in most cases the parties provide sufficient
information to allow the enforcement agencies to determine
promptly whether a transaction raises any antitrust problems. In
addition, over the years, parties have increasingly supplied
information voluntarily to the Commission and the Antitrust
Division. This cooperation has resulted in fewer second requests
than would otherwise have been necessary.

Finally, the existence of the premerger notification program
alerts businesses to the antitrust concerns raised by proposed
transactions. In addition, the greatly increased probability
that antitrust violations will be detected prior to consummation
may deter some com titively questionable transactions. Prior to
the premerger notification program, businesses could, and
frequently did, co summate transactions which raised significant
antitrust concerns, before the antitrust agencies had the
opportunity to adequately consider their competitive effects.

The enforcement agencies were forced to pursue lengthy postacquisition litigation during the course of which the consummated
transaction continued in place (and afterwards as well, where
effective post-acquisition relief was not possible or available).
Because the premerger notification program requires reporting
before consummation, this problem has been significantly reduced.

The Acting Assistant Attorney General of the Antitrust
Divigion concurs with this annual report.

Insert date wy) 7 ie

24
List of Appendices

Appendix A - Summary of Transactions, Fiscal Years 1979-
1991
Appendix B - Number of Filings Received and Transactions

Reported by Month for Fiscal Years 1979-1991.

Appendix C - Transactions in Which Additional Information
Was Requested for Calendar Years 1981-1984
and Fiscal Years 1985-1991.

List of Exhibits

Exhibit A - Statistical tables for fiscal year 1991,
presenting data profiling Hart-Scott-Rodino
premerger notification filings and
enforcement interest.

Exhibit B - Hart-Scott-Rodino Premerger Notification
Program Guides I and II.

Exhibit C - Memorandum of Agreement with respect to the
handling of civil penalty suits enforcing the
premerger notification provisions of the
Hart-Scott-Rodino Act.

Exhibit D - International agreement to cooperate in
enforcement of competition laws.

25
Appendix A
Summary of Transactions;

Fiscal Years 1979-1991
[OCR skipped on page(s) 31-148]

[Read from a scan; the first 30 pages.]

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Aftc%3Aa61295bc33403638. Public record. Not legal advice.